Auditor’s Report¹

Report on the Consolidated Financial Statements

Audit Opinion

We have audited the consolidated financial statements of

OMV Aktiengesellschaft, Vienna,

and its subsidiaries (“the Group” or “OMV”), which comprise the Consolidated Statement of Financial Position as of December 31, 2024, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and the Notes to the Consolidated Financial Statements, except for “Oil and Gas Reserve Estimation and Disclosures (unaudited)”.

In our opinion, the consolidated financial statements comply with the legal requirements and present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and the additional requirements pursuant to Section 245a UGB (Austrian Commercial Code).

Basis for our Opinion

We conducted our audit in accordance with the Regulation (EU) No. 537/2014 (“AP Regulation”) and Austrian Standards on Auditing. These standards require the audit to be conducted in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the audited Group in accordance with Austrian company law and professional regulations, and we have fulfilled our other responsibilities under those relevant ethical requirements. We believe that the audit evidence we have obtained up to the date of the auditor’s report is sufficient and appropriate to provide a basis for our audit opinion on this date. Our liability as auditors is guided under Section 275 UGB.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, however, we do not provide a separate opinion thereon.

Climate change and the energy transition has a significant impact on OMV’s business and represents a strategic challenge. It is correspondingly a matter with overarching importance for the consolidated financial statements and potentially has an impact on a number of individual line items of the consolidated financial statements and on disclosures included in the notes to the consolidated financial statements. These effects had a significant impact on our overall audit strategy. As a result, we have identified the following key audit matters that are related to climate change and the energy transition:

• Disclosures on the effects of climate change and the energy transition;
• Recoverability of oil and gas assets with proved reserves;
• Recoverability of equity-accounted investments;
• Valuation of provisions for decommissioning and restoration obligations; and
• Recoverability of refining assets.

These individual key audit matters are described in detail below in addition to other key audit matters.

Disclosures on the effects of climate change and the energy transition

Refer to Note 3 – Effects of climate change and the energy transition.

Risk for the Consolidated Financial Statements

As part of its strategy 2030 presented in 2022, the Group is fully committed to supporting the energy transition. The Group aims to become a net-zero emissions company by 2050.

In Note 3 of the consolidated financial statements the Group describes how management considers both climate-related impacts and emission reduction targets in key areas of the consolidated financial statements and how this impacts the valuation of assets and measurement of liabilities.

OMV considers two different scenarios:

• the base case, whose assumptions in terms of demand and oil and gas prices are consistent with IEA Announced Pledges Scenario (APS), is used for the mid-term planning as well as for estimates for various areas of the consolidated financial statements, including impairment testing of non-financial assets and the measurement of provisions; and
• the “net zero emissions by 2050” case, whose assumptions are consistent with the IEA Net Zero Emissions (NZE) scenario, is used to perform a sensitivity analysis for the valuation of non-financial assets and the measurement of provisions.

These scenarios differ in the underlying expectations about the pace of the future worldwide decarbonization and lead to different assumptions for demand and prices of oil and gas as well as CO₂ prices.

2024 Price assumptions

The main areas impacted by the effects of climate change and the energy transition are:

• the recoverability of assets;
• the useful lives of assets; and
• the valuation of provisions for decommissioning and restoration obligations.

Because of the high level of uncertainty and the complexity of the transformation in a “net zero emissions by 2050” scenario for refinery assets in the Fuels & Feedstock segment and assets in the Chemicals segment, the disclosure is focused on sensitivities and qualitative analysis.

The disclosures on the above areas have high public attention and involve a high degree of judgment and significant macroeconomic assumptions. Therefore, we have identified the disclosures on the effects of climate change and the energy transition as a key audit matter.

Our response

We evaluated the disclosures on the effects of climate change and the energy transition as follows:

• We evaluated the design and implementation of internal controls in the estimation process, with a focus on how the effects of climate change and the energy transition were considered for the key assumptions in the impacted areas of the consolidated financial statements.
• We implemented a climate change panel comprising a group of experienced international KPMG Partners with specific climate change, energy transition, technical audit or accounting expertise to provide an independent challenge to our key decisions and conclusions with respect to the key assumptions to this key audit matter.
• We performed inquiries to understand the impacts of climate change and the energy transition on the consolidated financial statements.
• We compared the assumptions for oil and gas as well as CO₂ prices used in the base case and the “net zero emissions by 2050” case with publicly available information (the IEA APS and NZE scenarios).
• We evaluated whether the impacts of climate change and the energy transition were reflected in the respective disclosures for the recoverability of assets, the useful lives of assets, and the valuation of provisions for decommissioning and restoration obligations.
• We read the consolidated sustainability statement and assessed whether there are inconsistencies with the consolidated financial statements.
• We evaluated the accuracy of these disclosures in the consolidated financial statements.

Recoverability of oil and gas assets with proved reserves

Refer to Note 3 – Effects of climate change and the energy transition, Note 9 – Depreciation, amortization, impairments and write-ups and Note 17 – Property, plant, and equipment.

Risk for the Consolidated Financial Statements

The carrying value of oil and gas assets with proved reserves amounts to EUR 8,278 mn as of December 31, 2024.

The assets’ operational performance and external factors have a significant impact on the estimated future cash flows and, therefore, the recoverable amount of the oil and gas assets with proved reserves. The recoverable amount is highly judgmental and complex to estimate. The key assumptions considered by the Group in assessing the value in use include oil and gas prices, CO₂ prices, oil and gas reserves, and discount rates. As described in Note 3 these significant assumptions are forward-looking and can be affected by future economic and market conditions, including matters related to climate change and the energy transition.

The Group recorded impairments of EUR 495 mn on oil and gas assets with proved reserves as of December 31, 2024.

Oil and gas assets with proved reserves

(in EUR mn)

There is a risk for the consolidated financial statements that the valuation of oil and gas assets with proved reserves is inadequate and the related impairment loss is misstated.

Our response

We assessed the recoverability of oil and gas assets with proved reserves as follows:

• We obtained an understanding and evaluated the design and implementation of key internal controls over the process for evaluating the recoverable amount of oil and gas assets with proved reserves. Our work included testing control activities over the identification of triggering events and the determination of key management assumptions underlying the recoverable amount of the assets tested.

Future cash flows

• We compared the main assumptions (future oil and gas prices, future CO₂ prices, production volumes, future production costs) used within the future cash flow models to those included in mid-term planning approved by the Supervisory Board.
• We assessed the consistency of the assumptions on future production costs by analyzing cost-to-production ratios and comparing them year over year.

Price assumptions

• We assessed the reasonableness of future short and long-term oil and gas price assumptions by comparing these to available industry information, especially IEA’s APS scenario.
• We examined the CO₂ price assumptions included in the future cash flows by comparing them with current market data and available industry information.

Oil and gas reserves

• We obtained an understanding of the Group’s Petroleum Resource Evaluation Standard and performed a walkthrough of the reserve estimation process and controls.
• We compared production forecasts to the internal evaluations of proved and probable oil and gas reserves.
• We reviewed for selected assets prior period reserves estimates made by the independent expert DeGolyer & MacNaughton and inquired about differences to internal estimations.
• We assessed the competence and objectivity of internal reservoir engineers responsible for estimating oil and gas reserves, as well as the independent expert DeGolyer & MacNaughton, through understanding their relevant professional qualifications and experience.
• We inquired about the reasons for significant changes in oil and gas reserves for certain assets.

Discount rates

• With the assistance of our valuation specialists, we assessed input assumptions for determining discount rates by comparing them with market and industry-specific benchmarks.

Other procedures

• We assessed the determination of cash generating units based on industry practice and how cash flows are generated.
• We assessed management’s identification of indicators for impairments and write-ups.
• We verified the mathematical accuracy of relevant discounted cash flow models.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Recoverability of equity-accounted investments

Refer to Note 18 – Equity-accounted investments.

Risk for the Consolidated Financial Statements

The carrying value of equity-accounted investments amounts to EUR 6,661 mn as of December 31, 2024, including mainly Borouge PLC (part of Borouge Investments), Abu Dhabi Oil Refining Company (ADNOC Refining) and Bayport Polymers LLC (Baystar).

Equity-accounted investments as of December 31, 2024

(in EUR mn)

Borouge PLC is listed on the Abu Dhabi stock exchange. As the pro rata market capitalization significantly exceeds the carrying value of the investment and the investment regularly makes high dividend distributions from current earnings, we do not assume a valuation risk for this investment.

For ADNOC Refining and Baystar the assessment of the recoverable amount requires judgment and estimates in the following areas:

• determining whether there is an indication that the investment should be impaired, or there is an indication that an impairment loss recognized in prior periods may no longer exist or may have decreased; and
• measuring any such impairment loss or impairment reversal.

The key assumptions considered by the Group in assessing the recoverable amount of ADNOC Refining and Baystar include margin forecasts, future utilization rates or production volumes, discount rates as well as perpetual growth rates. Given the complexity of the impairment model, the estimation uncertainty over input data and parameters used and the immanent judgment, the recoverability of the equity-accounted investments ADNOC Refining and Baystar is considered a key audit matter.

Overall, there is a risk for the consolidated financial statements that the valuation of equity-accounted investments is misstated.

Our response

We assessed the recoverability of the equity-accounted investments ADNOC Refining and Baystar as follows:

• We obtained an understanding over the process regarding the identification of indicators for impairment and the determination of key assumptions underlying the recoverable amount of the equity-accounted investments.
• We compared the main assumptions for future utilization rates or production volumes used within the future cash flow models to those included in available budgets.
• We analyzed margin forecasts with external market data and other publicly available information.
• We challenged the assumptions in the discounted cash flow model by performing a sensitivity analysis, considering a range of likely outcomes based on various scenarios.
• With the assistance of our valuation specialists, we assessed a range of reasonable input assumptions for determining discount rates and perpetual growth rates.
• We verified the mathematical accuracy of the valuation models.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Valuation of provisions for decommissioning and restoration obligations

Refer to Note 25 – Decommissioning and other provisions.

Risk for the Consolidated Financial Statements

Provisions for decommissioning and restoration obligations of EUR 4,093 mn are recorded in the consolidated financial statements as of December 31, 2024.

Provisions for decommissioning and restoration obligations

(in EUR mn)

As described in Note 25, the Group’s core activities regularly lead to obligations related to dismantling and removal, asset retirement, and soil remediation activities. Most of these activities are planned to occur many years in the future and may also be affected by climate change and the energy transition, while decommissioning technologies, costs, and regulations are constantly changing.

The estimation of provisions for decommissioning and restoration obligations is thus a judgmental area as it involves a number of key estimates related to future costs and timing of decommissioning, inflation, and discount rate assumptions.

There is a risk for the consolidated financial statements that the valuation of provisions for decommissioning and restoration obligations is misstated.

Our response

We assessed the valuation of provisions for decommissioning and restoration obligations as follows:

• We obtained an understanding, evaluated the design and implementation, and tested the operating effectiveness of key internal controls over the Group’s process to calculate the present value of the estimated future costs for decommissioning and restoration obligations in accordance with local regulation and requirements.
• We assessed the completeness of the assets subject to decommissioning and restoration obligations, especially by understanding the process to determine whether a legal or constructive obligation exists at the reporting date and by comparing the significant additions to property, plant, and equipment to the Group’s assessment of new decommissioning and restoration obligations.
• We inquired about changes in the regulatory and legal environment in the respective countries and evaluated whether any changes had an impact on the decommissioning and restoration obligations.

Future costs and timing of decommissioning

• We confirmed that the estimated dates used for decommissioning are consistent with assumptions in other areas, especially impairment testing on oil and gas assets and estimation of oil and gas reserves.
• We verified the supporting evidence for any material revision in cost estimates during the period.
• We compared cost estimates to actual decommissioning costs incurred during the period.

Discount and inflation rates

• With the support of our valuation specialists, we analyzed inflation rates and discount rates by comparing them with market and industry-specific benchmarks.

Other procedures

• We tested the mathematical accuracy of the decommissioning and restoration obligation calculation.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Recoverability of refining assets

Refer to Note 3 – Effects of climate change and the energy transition, Note 9 – Depreciation, amortization, impairments and write-ups and Note 17 – Property, plant, and equipment.

Risk for the Consolidated Financial Statements

Refining assets are recorded in the consolidated financial statements as of December 31, 2024 with an amount of EUR 3,508 mn. No impairment was recorded.

Due to changes in supply and demand which arise as a consequence of macroeconomic fluctuations in addition to the impacts from climate change and the energy transition, economic benefits from refining assets fluctuate over time. In addition, there are uncertainties which require judgment and estimates in the following areas:

• the level of investments into refining assets to shift their output towards the production of sustainable chemical feedstock and renewable fuels;
• future cash flows from the sale of output from the refining assets;
• economic useful lives of refining assets which depend on the speed of society’s move towards net zero emissions.

There is a risk for the consolidated financial statements that the valuation of refining assets is inadequate, and the related impairment loss is misstated.

Our response

We assessed the recoverability of refining assets as follows:

• We obtained an understanding and evaluated the design and implementation of key internal controls over the process for evaluating the recoverable amount of refining assets. Our work included testing control activities over the identification of triggering events and the determination of key management assumptions underlying the recoverable amount of the assets tested.
• We obtained an overall understanding of OMV’s strategy for their refining assets.
• We reviewed internal and external market studies of future supply and demand to evaluate the impact of potential changes in supply and demand on the group’s refining portfolio.
• For refining assets included in cash-generating units without goodwill, we assessed management’s analysis of indicators for impairment.
• We assessed the reasonableness of assumptions (future utilization rates, future refining margins) used within the future cash flow models by comparing them with available industry information.
• We compared the main assumptions used within the future cash flow models to those included in mid-term planning approved by the Supervisory Board.
• With the assistance of our valuation specialists, we assessed input assumptions for determining discount rates by comparing them with market and industry-specific benchmarks.
• We evaluated management’s ability to forecast future cash flows and margins by comparing actual results to historical forecasts.
• We assessed the mathematical accuracy of the discounted cash flow models.
• We assessed the economic useful lives by comparing them to industry peers.
• We evaluated the appropriateness of the remaining economic useful lives by considering the forecasts for demand for refined petroleum products under the IEA Announced Pledges Scenario.
• We assessed the adequacy of the disclosures in the consolidated financial statements.

Accounting for complex transactions in the gas supply and trading function

Refer to Note 8 – Other operating income and net income from equity-accounted investments, Note 13 – Net financial result, Note 28 – Contingent liabilities and contingent assets, Note 29 – Risk management, Note 30 – Fair value hierarchy and Note 37 – Subsequent events.

Risk for the Consolidated Financial Statements

The Group’s activities are exposed to a number of market risks including gas price and volume risks, which are managed using gas forward and future contracts, classified as derivative financial instruments or for which the own-use exemption is applied. As of December 31, 2024 derivative assets related to gas sales and purchases are recorded in the amount of EUR 133 mn and derivative liabilities of EUR 231 mn.

In addition, the Group was involved in arbitration proceedings related to long-term gas supply contracts with Gazprom Export LLC that resulted in positive impacts in other operating income of EUR 234 mn and interest income of EUR 25 mn in 2024, as well as a contingent asset of EUR 48 mn as of December 31, 2024.

We considered the accounting for complex transactions in the gas supply and trading function as a key audit matter due to the volume of gas supply and trading transactions, volatility in energy markets, complexity of underlying accounting systems, significant judgements required for the own-use exemption application, and different types of transactions including those requiring offsetting adjustments due to the nature of the supply and trading contractual arrangements.

There is a risk for the consolidated financial statements that derivative assets and liabilities as well as provisions for contracts, for which the own-use exemption is applied, are misstated. Additionally, there is a risk that the results of arbitration proceedings related to long-term gas supply contracts with Gazprom Export LLC are inappropriately reflected in the consolidated financial statements.

Our response

We evaluated the accounting for complex transactions in the gas supply and trading function as follows:

• We obtained an understanding of the energy trading process including the system landscape, evaluated the design and implementation, and tested the operating effectiveness of key internal controls in the gas supply and trading function.
• We inspected significant long-term supply contract agreements and assessed the accounting implications of arbitral awards related to the long-term supply contract agreements with Gazprom Export LLC.
• We evaluated the completeness, integrity, and accuracy of gas supply and trading transactional data.
• We assessed whether the methodology adopted for the accounting of gas trading and supply derivative financial instruments are consistent with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.
• We assessed the accounting treatment of different types of supply and trading portfolios.
• We recalculated the offsetting adjustments impacting consolidated statement of financial position, consolidated income statement, and consolidated statement of comprehensive income.

Other Information

Management is responsible for other information. Other information is all information provided in the annual report, other than the consolidated financial statements, the group management report and the auditor’s report.

Our opinion on the consolidated financial statements does not cover other information and we do not provide any kind of assurance thereon.

In conjunction with our audit, it is our responsibility to read this other information and to assess whether, based on knowledge gained during our audit, it contains any material inconsistencies with the consolidated financial statements or any apparent material misstatement of fact.

If, based on the work we have performed, we conclude that there is a material misstatement of fact in other information, we must report that fact. We have nothing to report in this regard.

Responsibilities of Management and the Audit Committee for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, the additional requirements pursuant to Section 245a UGB (Austrian Commercial Code) and for such internal controls as management determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Management is also responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless management either intents to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The audit committee is responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our audit opinion. Reasonable assurance represents a high level of assurance but provides no guarantee that an audit conducted in accordance with the AP Regulation and Austrian Standards on Auditing (and therefore ISAs), will always detect a material misstatement, if any. Misstatements may result from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the AP Regulation and Austrian Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit.

Moreover:

• We identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, we design and perform audit procedures responsive to those risks and obtain sufficient and appropriate audit evidence to serve as a basis for our audit opinion. The risk of not detecting material misstatements resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or override of internal control.
• We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• We conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the respective note in the consolidated financial statements. If such disclosures are not appropriate, we will modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• We evaluate the overall presentation, structure and content of the consolidated financial statements, including the notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• We plan and conduct the audit of the consolidated financial statements in order to obtain sufficient appropriate audit evidence on the financial information of the components within the Group, in order to form an audit opinion. We are responsible for directing, supervising and reviewing the audit activities carried out for the purposes of auditing the consolidated financial statements. We remain solely responsible for our audit opinion.
• We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of our audit as well as significant findings, including any significant deficiencies in internal control that we identify during our audit.
• We communicate to the audit committee that we have complied with the relevant professional requirements in respect of our independence, that we will report any relationships and other events that could reasonably affect our independence and, where appropriate, the related safeguards.
• From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit i.e. key audit matters. We describe these key audit matters in our auditor’s report unless laws or other legal regulations preclude public disclosure about the matter or when in very rare cases, we determine that a matter should not be included in our audit report because the negative consequences of doing so would reasonably be expected to outweigh the public benefits of such communication.

Report on Other Legal and Regulatory Requirements

Group Management Report

In accordance with Austrian company law, the group management report is to be audited as to whether it is consistent with the consolidated financial statements and prepared in accordance with legal requirements.

It is our responsibility to determine whether the consolidated non-financial statement has been prepared as part of the group management report, to read and assess whether, based on knowledge gained during our audit, it contains any material inconsistencies with the consolidated financial statements or any apparent material misstatement of fact.

Management is responsible for the preparation of the group management report in accordance with Austrian company law.

We have conducted our audit in accordance with generally accepted standards on the audit of group management reports.

Opinion

In our opinion, the group management report is consistent with the consolidated financial statements and has been prepared in accordance with legal requirements. The disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.

Statement

Based on our knowledge gained in the course of the audit of the consolidated financial statements and our understanding of the Group and its environment, we did not note any material misstatements in the group management report.

Additional information in accordance with Article 10 AP Regulation

We were elected as auditors at the Annual General Meeting on May 28, 2024 and were appointed by the supervisory board on August 22, 2024 to audit the consolidated financial statements of the Company for the financial year ending on December 31, 2024.

We have been auditors of the Company, without interruption, since the consolidated financial statements as of December 31, 2023.

We declare that our opinion expressed in the “Report on the Consolidated Financial Statements” section of our report is consistent with our additional report to the Audit Committee, in accordance with Article 11 AP Regulation.

We declare that we have not provided any prohibited non-audit services (Article 5 Paragraph 1 AP Regulation) and that we have ensured our independence throughout the course of the audit, from the audited Group.

Engagement Partner

The engagement partner is Mr Karl Braun.

Vienna

March 17, 2025

KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Karl Braun m.p.
Wirtschaftsprüfer (Austrian Chartered Accountant)

¹ This English language audit report is a translation provided for information purposes only. The original German text shall prevail in the event of any discrepancies between the English translation and the German original. We do not accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.